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MESA AIR GROUP INC

For the period ended Sep 30, 2024. Filed May 14, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed May 14, 2025

RJET$21.42+0.8%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report on Form 10-K:

Consolidated Financial Statements

The following financial statements are filed as part of this report:

Report of Independent Registered Public Accounting Firm for the fiscal years ended September 30, 2024 and 2023 (PCAOB ID:199 and 49, respectively).

Consolidated Balance Sheets as of September 30, 2024 and 2023

Consolidated Statements of Operations and Comprehensive loss for the fiscal years ended September 30, 2024, 2023, and 2022

Consolidated Statements of Stockholders’ Equity for the fiscal years ended September 30, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

Financial Statement Schedules

All schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or notes to the consolidated financial statements under Part II, Item 8 of this Annual Report on Form 10-K.

Exhibits

The exhibits listed below are filed as part of this Annual Report. References under the caption "Incorporated by Reference" to exhibits or other filings indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. Management contracts and compensatory plans or arrangements filed as exhibits to this Annual Report are identified by the “#” sign.

EXHIBIT INDEX

Incorporated by Reference
ExhibitNumberExhibit DescriptionFormDateNumberFiledHerewith
3.1Second Amended and Restated Articles of Incorporation of the Registrant8-KAugust 14, 20183.1
3.2Second Amended and Restated Bylaws of the Registrant8-KDecember 10, 20203.1
3.3Amendment to Second Amended and Restated Bylaws of Mesa Air Group, Inc., effective as of January 13, 20238-KJanuary 13, 20233.2
4.1Form of Common Stock CertificateS-1/AAugust 6, 20184.1
4.2Description of Capital StockX
4.3Warrant Agreement, dated October 30, 2020, between Mesa Air Group, Inc. and the United States Department of the Treasury10-KDecember 14, 20204.3
4.4Form of Warrant (incorporated by reference to Annex B to Exhibit 4.3)10-KDecember 14, 20204.4
10.1#Mesa Air Group, Inc. 2018 Equity Incentive Plan and related forms of agreementS-8August 16, 201999.1
10.2#Form of Indemnification Agreement between the Registrant and each of its directors and executive officersS-1July 13, 201810.5
10.3#Amended and Restated Employment Agreement between the Registrant and Jonathan G. Ornstein, dated July 26, 2018S-1/AJuly 30, 201810.7
10.4#Amended and Restated Employment Agreement between the Registrant and Michael J. Lotz, dated July 26, 2018S-1/AJuly 30, 201810.8
10.5#Amended and Restated Employment Agreement between the Registrant and Brian S. Gillman, dated December 2, 2024X
10.7.1††Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated November 4, 202010-KDecember 14, 202010.10.15
10.7.2††First Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated September 22, 202110-KDecember 10, 202110.11.4
10.7.3††Second Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated February 4, 202210-QMay 9, 202210.1
Incorporated by Reference
ExhibitNumberExhibit DescriptionFormDateNumberFiledHerewith
10.7.4††Third Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated July 11, 202210-QAugust 8, 202210.3
10.7.5††Fourth Amendment to the Second Amended and Restated United Capacity Purchase Agreement between United Airlines, Inc. and Mesa Airlines, Inc. dated August 8, 202210-KDecember 29, 202210.7.5
10.7.6††Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., Mesa Airlines, Inc., and Mesa Air Group, Inc., dated December 27, 202210-QFebruary 9, 202310.2
10.7.7††First Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated January 1110-QMay 24, 202410.10.10
10.7.8††Second Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated January 19, 2024X
10.7.9††Third Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated May 8, 2024X
10.7.10††Fourth Amendment to the Third Amended and Restated Capacity Purchase Agreement among United Airlines, Inc., and Mesa Airlines, Inc., dated December 23, 2024X
10.8††Aircraft Purchase Agreement between Mesa Airlines, Inc. and United Airlines, Inc. dated September 27, 202210-KDecember 29, 202210.8
10.9.1††Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated November 19, 2020, effective as of January 1, 202110-QFebruary 9, 202110.1.1
10.9.2††First Amendment to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated November 19, 2020, effective January 1, 202110-QFebruary 9, 202110.1.2
10.9.3††Amendment No. 2 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated April 9, 202110-QAugust 9, 202110.2.1
10.9.4††Amendment No. 3 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated April 19, 202110-QAugust 9, 202110.2.2
Incorporated by Reference
ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith
10.9.5††Amendment No. 4 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 9, 202110-QAugust 9, 202110.2.3
10.9.6††Amendment No. 5 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated August 9, 202110-KDecember 10, 202110.12.6
10.9.7††Amendment No.7 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated March 31, 202210-QMay 9, 202210.12.8
10.9.8††Amendment No.8 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 10, 202210-QAugust 8, 202210.12.9
10.9.9††Amendment No.9 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated June 20, 202210-QAugust 8, 202210.12.10
10.9.10††Amendment No.10 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated July 28, 202210-KDecember 29, 202210.9.10
10.9.11Amendment No.11 to the Amended and Restated Capacity Purchase Agreement among the Registrant, Mesa Airlines, Inc. and American Airlines, Inc. dated December 16, 202210-QFebruary 9, 202310.1
10.10.1Credit and Guaranty Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C., the other guarantors party thereto from time to time, CIT Bank, N.A. and the other lenders party thereto, dated August 12, 2016S-1/AJuly 30, 201810.12.1
10.10.2Amendment No. 1 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated June 5, 2017S-1/AJuly 30, 201810.12.2
10.10.3Amendment No. 2 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated June 27, 2017S-1/AJuly 30, 201810.12.3
10.10.4Amendment No. 3 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated September 19, 2017S-1/AJuly 30, 201810.12.4
Incorporated by Reference
ExhibitNumberExhibit DescriptionFormDateNumberFiledHerewith
10.10.5Amendment No. 4 to Credit Agreement among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, N.A., dated April 27, 2018S-1/AJuly 30, 201810.12.5
10.10.6††Second Amended and Restated Credit and Guaranty Agreement, among the Registrant, Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C. and CIT Bank, NA, dated as of June 30, 202210-QFebruary 9, 202310.6
10.10.7††Amendment No. 1 to Second Amended and Restated Credit and Guaranty Agreement, dated December 27, 202210-QFebruary 9, 202310.4
10.10.8††Amendment No. 2 to Second Amended and Restated Credit and Guaranty Agreement, dated January 27, 202310-QFebruary 9, 202310.5
10.10.9††Amendment No. 3 to Second Amended and Restated Credit and Guaranty Agreement, dated September 6, 202310-KJanuary 26, 202410.11
10.10.10††Waiver to Second Amended and Restated Credit and Guaranty Agreement, dated December 23, 2024X
10.11.1Mortgage and Security Agreement among Mesa Airlines, Inc., Mesa Air Group Airline Inventory Management, L.L.C., the other grantors referred to therein and CIT Bank, N.A., dated August 12, 2016S-1/AJuly 30, 201810.13.1
10.13Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated August 12, 2015S-1/AJuly 30, 201810.16
10.14.1Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated January 18, 2016S-1/AJuly 30, 201810.17.1
10.14.2Amendment No. 1 to Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated March 30, 2017S-1/AJuly 30, 201810.17.2
10.14.3Omnibus Amendment Agreement among the Registrant, Mesa Airlines, Inc. and Export Development Canada, dated April 30, 2018S-1/AJuly 30, 201810.17.3
10.15Credit Agreement between Mesa Airlines, Inc. and Export Development Canada, dated June 27, 2016S-1/AJuly 30, 201810.18
10.16.1Office Lease Agreement between the Registrant and DMB Property Ventures Limited Partnership, dated October 16, 1998DRSMay 7, 201810.20.1
10.16.2First Amendment to Lease between the Registrant and DMB Property Ventures Limited Partnership, dated March 9, 1999DRSMay 7, 201810.20.2
Incorporated by Reference
ExhibitNumber · Exhibit Description · Form · Date · Number · FiledHerewith
10.16.3Second Amendment to Lease between the Registrant and DMB Property Ventures Limited Partnership, dated November 8, 1999DRSMay 7, 201810.20.3
10.16.4Lease Amendment Three between the Registrant and CMD Realty Investment Fund IV, L.P., dated November 7, 2000DRSMay 7, 201810.20.4
10.16.5Lease Amendment Four between the Registrant and CMD Realty Investment Fund IV, L.P., dated May 15, 2001DRSMay 7, 201810.20.5
10.16.6Lease Amendment Five between the Registrant and CMD Realty Investment Fund IV, L.P., dated October 11, 2002DRSMay 7, 201810.20.6
10.16.7Lease Amendment Six between the Registrant and CMD Realty Investment Fund IV, L.P., dated April 1, 2003DRSMay 7, 201810.20.7
10.16.8Amended and Restated Lease Amendment Seven between the Registrant and CMD Realty Investment Fund IV, L.P., dated April 15, 2005DRSMay 7, 201810.20.8
10.16.9Lease Amendment Eight between the Registrant and CMD Realty Investment Fund IV, L.P., dated October 12, 2005DRSMay 7, 201810.20.9
10.16.10Lease Amendment Nine between the Registrant and Transwestern Phoenix Gateway, L.L.C., dated November 4, 2010DRSMay 7, 201810.20.10
10.16.11Lease Amendment Eleven between the Registrant and Phoenix Office Grand Avenue Partners, LLC, dated July 31, 2014DRSMay 7, 201810.20.11
10.16.12Lease Amendment Twelve between the Registrant and Phoenix Office Grand Avenue Partners, LLC, dated November 20, 2014DRSMay 7, 201810.20.12
10.17.1††Letter Agreement No. 12 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated October 22, 2019, and effective as of October 9, 201910-KDecember 14, 202010.20.1
10.17.2††Letter Agreement No. 13 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated December 11, 2019, and effective as of December 13, 201910-KDecember 14, 202010.20.2
10.17.3††Letter Agreement No. 13-1 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated March 26, 20208-KMarch 31, 202010.1
10.17.4††Letter Agreement No. 12-1 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated March 26, 20208-KMarch 31, 202010.2
Incorporated by Reference
ExhibitNumberExhibit DescriptionFormDateNumberFiledHerewith
10.17.5††Amended and Restated Letter Agreement No. 13-2 between the Registrant and General Electric Company, acting through its GE-Aviation business unit, dated October 8, 202010-KDecember 14, 202010.20.5
10.18.1Loan and Guarantee Agreement, dated as of October 30, 2020, among Mesa Airlines, Inc., as Borrower, the Guarantors party thereto from time to time, the United States Department of the Treasury, and The Bank of New York Mellon, as Administrative Agent and Collateral Agent10-KDecember 14, 202010.22.1
10.18.2Modification and Waiver Agreement, dated December 22, 2022, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasury, and the Bank of New York Mellon, as Administrative Agent and Collateral Agent10-QFebruary 9, 202310.3
10.18.3CCR Modification Agreement dated December 23, 2024, among Mesa Airlines, Inc., as Borrower, the Guarantor parties thereto from time to time, the United States Department of the Treasury, and the Bank of New York Mellon, as Administrative Agent and Collateral AgentX
10.19Fourteenth Amendment to Lease between the Registrant and BOF AZ Phoenix Gateway Center LLC, dated December 15, 202110-QFebruary 9, 202210.1
10.20††Engine Sale and Purchase Agreement, dated December 27, 202210-QFebruary 9, 202310.7
21.1List of subsidiaries of the RegistrantX
23.1Consent of Marcum LLPX
23.2Consent of RSM US LLPX
23.3Consent of Ernst and Young LLPX
31.1Certification of Principal Executive Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002X
31.2Certification of Principal Financial Officer pursuant to Rule 13(a)-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002X
32.1*Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2*Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
Incorporated by Reference
ExhibitNumberExhibit DescriptionFormDateNumberFiledHerewith
97Clawback PolicyX
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
  • This certification will not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

** The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.